Bursa Malaysia • Annual Report 2013
191
Notice of 37
th
Annual General Meeting
BURSA MALAYSIA BERHAD (30632-P)
(Incorporated in Malaysia under the Companies Act, 1965)
Re-election of Directors who retire by rotation in accordance with Article 69
8. Article 69 of the Company’s Articles of Association provides that one third (1/3) of the Directors of the Company for the time being shall retire by rotation at
an AGM of the Company. In view of the recent appointment of a new Public Interest Director (PID), Dato’ Zuraidah binti Atan by the Minister of Finance on 19
February 2014, the Board size has increased from 10 to 11 and hence, four (4) Directors are to retire in accordance with Article 69 of the Company’s Articles
of Association.
For the purpose of determining the eligibility of the Directors to stand for re-election or re-appointment at the 37
th
AGM, the Nomination and Remuneration
Committee (NRC) has considered the following:
(1) The performance and contribution of each of the Directors based on their Self and Peer Assessment results of the Board Effectiveness Evaluation (BEE)
2012/2013;
(2) The assessment of the individual Director’s level of contribution to the Board through each of their skills, experience and strength in qualities; and
(3) The level of independence demonstrated by each of the Non-Executive Directors (NEDs), and his ability to act in the best interest of the Company in
decision-making, to ensure that the NEDs were independent of management and free from any business or other relationship which could materially
interfere with the exercise of their independent judgement or the ability to act in the best interests of the Company.
In line with Recommendation 3.1 of the Malaysian Code on Corporate Governance (MCCG) 2012, the Board has conducted an assessment of independence
of the NEDs, and also other criteria i.e. character, integrity, competence, experience and time to effectively discharge their respective roles as Directors of
the Company. The Board approved the NRC’s recommendation that the Directors who retire by rotation in accordance with Article 69 are eligible to stand
for re-election. These retiring Directors had abstained from deliberation and decision on their own eligibility to stand for re-election at the relevant NRC and
Board meetings, where applicable. Their profiles are referred to in Section A of the Statement Accompanying Notice of 37
th
AGM.
Section 10(1)(b) of the Capital Markets and Services Act 2007 (CMSA) provides that the appointment, re-appointment, election or re-election as a Director of
the Company is subject to concurrence by the Securities Commission (SC). In this respect, the SC’s concurrence has been sought in respect of the proposed
re-election of the Directors of the Company pursuant to Section 10(1)(b) of the CMSA.
Appointment of Auditors
9. The Board at its meeting held on 29 January 2014 approved the recommendation by the Audit Committee on the re-appointment of Messrs. Ernst & Young
as Auditors of the Company having considered several factors including the adequacy of experience and resources of the firm and the professional staff
assigned to the audit.
Abstention from Voting
10. All the NEDs of the Company who are shareholders of the Company will abstain from voting on
Resolution 6
concerning remuneration to the NEDs at the
37
th
AGM.
11. Any Director referred to in
Resolutions 2, 3, 4, 5, 8 and 9
, who is a shareholder of the Company will abstain from voting on the resolution in respect of his
re-election or re-appointment at the 37
th
AGM.
Special Business
12. Ordinary Resolutions: Re-appointment of Directors pursuant to Section 129(6) of the Companies Act 1965
The Board decided that the NEDs who retire pursuant to Section 129(2) of the Companies Act 1965 at the 37
th
AGM are eligible to stand for re-appointment based
on the annual assessment process as mentioned in Note 8 above. Their profiles are referred to in Section B of the Statement Accompanying Notice of 37
th
AGM.
Tun Mohamed Dzaiddin bin Haji Abdullah had abstained from deliberation and decision of the NRC in respect of his eligibility to stand for re-appointment.
Further, both Tun Mohamed Dzaiddin bin Haji Abdullah and Tan Sri Datuk Dr. Abdul Samad bin Haji Alias had abstained from deliberations and decisions of
the Board on their respective re-appointment.
